Open Access. Powered by Scholars. Published by Universities.®
- Institution
-
- Seattle University School of Law (267)
- Duke Law (103)
- University of Michigan Law School (67)
- Brooklyn Law School (64)
- Columbia Law School (49)
-
- Yeshiva University, Cardozo School of Law (45)
- Fordham Law School (35)
- Cornell University Law School (30)
- Washington University in St. Louis (30)
- University of Georgia School of Law (26)
- BLR (25)
- DePaul University (25)
- Washington and Lee University School of Law (23)
- Pepperdine University (21)
- University of Colorado Law School (21)
- New York Law School (19)
- Texas A&M University School of Law (17)
- Villanova University Charles Widger School of Law (14)
- American University Washington College of Law (13)
- William & Mary Law School (11)
- Chicago-Kent College of Law (10)
- UIC School of Law (10)
- University of Cincinnati College of Law (10)
- University of Miami Law School (9)
- University of Missouri-Kansas City School of Law (9)
- Northwestern Pritzker School of Law (8)
- Saint Joseph University of Beirut (8)
- University of Maryland Francis King Carey School of Law (8)
- Notre Dame Law School (7)
- West Virginia University (7)
- Keyword
-
- Securities (84)
- Corporations (79)
- SEC (68)
- Securities Law (54)
- Law (49)
-
- Public debts (46)
- Debt relief (42)
- Regulation (39)
- Corporate governance (38)
- Finance (38)
- Corporate Law (36)
- Securities and Exchange Commission (36)
- Banking and Finance (34)
- Financial crises (34)
- Investment (34)
- Securities regulation (31)
- Public Corporations (26)
- Bonds (25)
- Theory of the Firm (25)
- Firms (24)
- Financial regulation (23)
- Crowdfunding (21)
- Financial crisis (21)
- Cryptocurrency (20)
- Economics (20)
- Seattle University (20)
- Seattle University Law Review (20)
- Berle (19)
- Corporate social responsibility (19)
- Society (19)
- Publication Year
- Publication
-
- Seattle University Law Review (240)
- Faculty Scholarship (196)
- Michigan Law Review (39)
- Brooklyn Journal of Corporate, Financial & Commercial Law (32)
- Fordham Journal of Corporate & Financial Law (30)
-
- Scholarship@WashULaw (30)
- DePaul Business & Commercial Law Journal (25)
- ExpressO (25)
- Cardozo Law Review (24)
- Seattle Journal for Social Justice (24)
- Articles (23)
- Cornell Law Faculty Publications (23)
- Publications (20)
- Washington and Lee Law Review (18)
- Pepperdine Law Review (13)
- NYLS Law Review (12)
- All Faculty Scholarship (11)
- Faculty Publications (10)
- UIC Law Review (10)
- Faculty Works (9)
- Georgia Journal of International & Comparative Law (9)
- Faculty Articles and Other Publications (8)
- Northwestern Journal of International Law & Business (8)
- Proche-Orient, Études juridiques (8)
- The Journal of Business, Entrepreneurship & the Law (8)
- Brooklyn Law Review (7)
- Georgia Law Review (7)
- West Virginia Law Review (7)
- Cornell Law Faculty Working Papers (6)
- Georgetown Law Faculty Publications and Other Works (6)
- Publication Type
Articles 541 - 570 of 1152
Full-Text Articles in Securities Law
The Puzzle Of Pdvsa Bond Prices, Paolo Colla, Anna Gelpern, Mitu Gulati
The Puzzle Of Pdvsa Bond Prices, Paolo Colla, Anna Gelpern, Mitu Gulati
Faculty Scholarship
Market reports in the summer of 2016 suggest that Venezuela is on the brink of default on upwards of $65 billion in debt. That debt comprises of bonds issued directly by the sovereign and those issued by the state-owned oil company PDVSA. Based on the bond contracts and other legal factors, it is not clear which of these two categories of bonds would fare better in the event of a restructuring. However, market observers are convinced — and we agree — that legal and contractual differences would likely impact the payouts on the bonds if Venezuela defaults. Using a comparison …
The Remaking Of Wall Street, Andrew F. Tuch
The Remaking Of Wall Street, Andrew F. Tuch
Scholarship@WashULaw
This Article critically examines the transformation of the financial services industry during and since the Financial Crisis of 2007–2009. This transformation has been marked by the demise of the major investment banks and the related rise of a set of powerful players known as private equity firms or alternative asset managers – pools of assets structured as private funds. First, this Article argues that private equity firms now mirror investment banks in their mix of activities; ethos of entrepreneurialism, innovation, and risk-taking; role as “shadow banks”; and overall power and influence.
These similarities might suggest that private equity firms pose …
Rethinking Corporate Governance For A Bondholder Financed, Systemically Risky World, Steven L. Schwarcz
Rethinking Corporate Governance For A Bondholder Financed, Systemically Risky World, Steven L. Schwarcz
Faculty Scholarship
This Article makes two arguments that, combined, demonstrate an important synergy: first, including bondholders in corporate governance could help to reduce systemic risk because bondholders are more risk averse than shareholders; second, corporate governance should include bondholders because bonds now dwarf equity as a source of corporate financing and bond prices are increasingly tied to firm performance.
Contractual Arbitrage, Stephen J. Choi, Mitu Gulati, Robert E. Scott
Contractual Arbitrage, Stephen J. Choi, Mitu Gulati, Robert E. Scott
Faculty Scholarship
Contracts are inevitably incomplete. And standard-form or boilerplate commercial contracts are especially likely to be incomplete because they are approximations; they are not tailored to the needs of particular deals. Not only do these contracts contain gaps but, in an attempt to reduce incompleteness, they often contain clauses with vague or ambiguous terms. Terms with indeterminate meaning present opportunities for strategic behavior well after a contract has been concluded. This linguistic uncertainty in standard form commercial contracts creates an opportunity for “contractual arbitrage”: parties may argue, ex post, that the uncertainties in expression mean something that the contracting parties, ex …
The Financial Crisis And Credit Unavailability: Cause Or Effect?, Steven L. Schwarcz
The Financial Crisis And Credit Unavailability: Cause Or Effect?, Steven L. Schwarcz
Faculty Scholarship
Although the relationship between credit availability and financial decline leading to the global financial crisis was somewhat interactive, a loss of credit availability appears to have caused the financial crisis more than the reverse. The potential for credit unavailability to cause a financial crisis suggests at least three lessons: (i) because credit availability is dependent on financial markets as well as banks, regulation should protect the viability of both credit sources; (ii) diversifying sources of credit might increase financial stability if each credit source is robust and does not create a liquidity glut or inappropriately weaken central bank control; and …
Sovereign Debt Restructuring And English Governing Law, Steven L. Schwarcz
Sovereign Debt Restructuring And English Governing Law, Steven L. Schwarcz
Faculty Scholarship
The problem of sovereign indebtedness is becoming a worldwide crisis because nations, unlike individuals and corporations, lack access to bankruptcy laws to restructure unsustainable debt. Decades of international efforts to solve this problem through contracting and attempted treaty-making have failed to provide an adequate debt-restructuring framework. A significant amount of outstanding sovereign debt is governed, however, by English law. This Article argues that the U.K. Parliament has the extraordinary power to help solve the problem of unsustainable country debt by changing English law to facilitate fair and consensual debt restructuring. This Article also proposes modifications to English law that Parliament …
How To Restructure Venezuelan Debt (¿Cómo Restructurar La Deuda Venezolana?), Mitu Gulati, Lee C. Buchheit
How To Restructure Venezuelan Debt (¿Cómo Restructurar La Deuda Venezolana?), Mitu Gulati, Lee C. Buchheit
Faculty Scholarship
English Abstract: There is a growing consensus that Venezuela will not be able to persist for much longer with its policy of full external debt service. The social costs are just too great. This implies a debt restructuring of some kind. Venezuela, principally through its state-owned oil company, Petróleos de Venezuela, S.A. (“PDVSA”), has extensive commercial contacts with the United States. Not since Mexico in the 1980s has an emerging market country with this level of commercial contacts attempted to restructure its New York law-governed sovereign debt. Holdout creditors in a restructuring of Venezuelan sovereign debt will therefore present a …
Brief Of Professors At Law And Business Schools As Amicus Curiae In Support Of Respondents, James D. Cox, J. Robert Brown Jr., Lyman Johnson, Lawrence W. Treece, Joan Macleod Heminway
Brief Of Professors At Law And Business Schools As Amicus Curiae In Support Of Respondents, James D. Cox, J. Robert Brown Jr., Lyman Johnson, Lawrence W. Treece, Joan Macleod Heminway
Faculty Scholarship
This Amicus Brief was filed with the U.S. Supreme Court on behalf of nearly 50 law and business faculty in the United States and Canada who have a common interest in ensuring a proper interpretation of the statutory securities regulation framework put in place by the U.S. Congress. Specifically, all amici agree that Item 303 of the Securities and Exchange Commission's Regulation S-K creates a duty to disclose for purposes of Rule 10b-5(b) under the Securities Exchange Act of 1934.
The Court’s affirmation of a duty to disclose would have little effect on existing practice. Under the current state of …
Deterring Holdout Creditors In A Restructuring Of Pdvsa Bonds And Promissory Notes (¿Cómo Disuadir A Acreedores 'Holdout' En Una Restructuración De Bonos Y Pagarés De Pdvsa?), Lee C. Buchheit, Mitu Gulati
Deterring Holdout Creditors In A Restructuring Of Pdvsa Bonds And Promissory Notes (¿Cómo Disuadir A Acreedores 'Holdout' En Una Restructuración De Bonos Y Pagarés De Pdvsa?), Lee C. Buchheit, Mitu Gulati
Faculty Scholarship
The prospect of the potential mischief that may be caused by holdout creditors in a Venezuelan sovereign debt restructuring is probably the main reason why the Maduro administration has not attempted such an exercise. The next administration in Venezuela — whenever and however it may arrive — will not want for suggestions about how to minimize or neutralize this holdout creditor threat. This short article is another contribution to that growing literature. Were the Republic of Venezuela to acknowledge that there really is only one public sector credit risk in the country, and that the distinction between Republic bonds and …
Sovereign Debt And The “Contracts Matter” Hypothesis, W. Mark C. Weidemaier, Mitu Gulati
Sovereign Debt And The “Contracts Matter” Hypothesis, W. Mark C. Weidemaier, Mitu Gulati
Faculty Scholarship
The academic literature on sovereign debt largely assumes that law has little role to play. Indeed, the primary question addressed by the literature is why sovereigns repay at all given the irrelevance of legal enforcement. But if law, and specifically contract law, does not matter, how to explain the fact that sovereign loans involve detailed contracts, expensive lawyers, and frequent litigation? This Essay makes the case that contract design matters even in a world where sovereign borrowers are hard (but not impossible) to sue. We identify a number of gaps in the research that warrant further investigation.
Dashboard Compliance: Benefit, Threat, Or Both?, James Fanto
Dashboard Compliance: Benefit, Threat, Or Both?, James Fanto
Brooklyn Journal of Corporate, Financial & Commercial Law
This Article poses the basic question that is reflected in its title and that was the subject of the conference where the Article was initially presented: whether technology poses any threats to the mission of compliance and the position of compliance officers, whether it is just another useful tool for them, or whether it is something of both. It begins by explaining the origin of compliance in broker-dealers and investment advisers and its important current position in those firms. It then discusses why compliance officers have always been drawn to technology, particularly to keep up with the business sides of …
Mandatory Third Party Compliance Examinations For Investment Advisers: An Sec Waterloo?, Mercer Bullard
Mandatory Third Party Compliance Examinations For Investment Advisers: An Sec Waterloo?, Mercer Bullard
Brooklyn Journal of Corporate, Financial & Commercial Law
The Securities and Exchange Commission (SEC or Commission) appears to be on the verge of requiring investment advisers to undergo third party examinations. One justification for the rulemaking is that the Commission lacks sufficient resources to examine advisers frequently enough. Another is to create indirectly a self-regulatory organization (SRO) for investments advisers. Both may leave a rulemaking particularly vulnerable to challenge as arbitrary and capricious under the Administrative Procedures Act. This Article considers three novel grounds on which a rulemaking may be successfully challenged. Congress has repeatedly rejected SEC requests to provide additional funding for examinations or to create an …
Preserving Human Agency In Automated Compliance, Onnig H. Dombalagian
Preserving Human Agency In Automated Compliance, Onnig H. Dombalagian
Brooklyn Journal of Corporate, Financial & Commercial Law
As technology transforms financial services, so too must it transform the regulation of financial markets and intermediaries. The imperative of real-time, prophylactic regulation increasingly compels reallocation of regulatory and compliance budgets to surveillance and enforcement technology. At the same time, in light of the well-known weaknesses of automated systems, securities firms (and their regulators) must temper investment in automation with efforts to augment the agency of compliance professionals. This symposium contribution considers how investment in the professional development of compliance personnel can better integrate automated tools within established compliance and supervisory structures and thereby advance regulatory and operational objectives.
The Choice Is (Not) Yours: Why The Sec Must Further Amend Its Rules Of Practice To Increase Fairness In Administrative Proceedings, Madeline Ilibassi
The Choice Is (Not) Yours: Why The Sec Must Further Amend Its Rules Of Practice To Increase Fairness In Administrative Proceedings, Madeline Ilibassi
Brooklyn Journal of Corporate, Financial & Commercial Law
The Securities and Exchange Commission (SEC) plays an extremely important role within the securities industry—it oversees the financial markets, protects consumers, and maintains market efficiency. One of the most important (and recently one of most criticized) responsibilities of the SEC is its duty to enforce the securities laws and punish violators. During the past two decades, and especially after the implementation of the Dodd-Frank Wall Street Reform and Consumer Protection Act in 2010, the SEC’s Division of Enforcement has grown substantially and has utilized administrative enforcement proceedings at an increasing rate. However; this utilization has been occurring without any substantial …
Crowdfunding Without The Crowd, Darian M. Ibrahim
The Mechanisms Of Derivatives Market Efficiency, Dan Awrey
The Mechanisms Of Derivatives Market Efficiency, Dan Awrey
Cornell Law Faculty Publications
These are not your parents' financial markets. A generation ago, the image of Wall Street was one of floor traders and stockbrokers, of opening bells and ticker symbols, of titans of industry and barbarians at the gate. These images reflected the prevailing view in which stock markets stood at the center of the financial universe. The high point of this equity-centric view coincided with the development of a significant body of empirical literature examining the efficient market hypothesis (EMH): the prediction that prices within an efficient stock market will fully incorporate all available information. Over time, this equity-centric view became …
Audience Participation: Crowdfunding Large Scale Theatrical Productions Through Regulation A+, Christopher Johnson
Audience Participation: Crowdfunding Large Scale Theatrical Productions Through Regulation A+, Christopher Johnson
Michigan Business & Entrepreneurial Law Review
Theatrical financing has been conducted in much the same way for the better part of a century. This method, however, has consistently provided only the shows with access to the deepest of pockets a path to Broadway. The advent of Internet-based crowdfunding provides producers access to a potential source of capital that was previously unavailable. Prior to the promulgation of the SEC regulations regarding Title IV of the JOBS Act, this capital could only be accessed through donation or reward based financing campaigns, but with the introduction of Regulation A+, there is finally a practical method for the widespread solicitation …
Newsroom: A Changing Landscape: Insider Trading Law 09/20/2016, Roger Williams University School Of Law
Newsroom: A Changing Landscape: Insider Trading Law 09/20/2016, Roger Williams University School Of Law
Life of the Law School (1993- )
No abstract provided.
Public Pensions And Fiduciary Law: A View From Equity, T. Leigh Anenson
Public Pensions And Fiduciary Law: A View From Equity, T. Leigh Anenson
University of Michigan Journal of Law Reform
Controversies involving fund management may be the next frontier of public pension litigation. Recent scandals involving fraud, bribery, and corruption of public pension officials and other third parties have drawn the public eye toward the management of retirement assets. Individual and entity custodians, including pension boards of trustees, are charged with making investment and other decisions relating to pension funds. Unlike private pensions, there is no federal oversight of asset managers or others in control of retirement funds. Yet these funds hold more than three trillion dollars in assets. Until now, the guardians of these monies have operated almost invisibly …
The Frontiers Of Peer-To-Peer Lending: Thinking About A New Regulatory Approach, William S. Warren
The Frontiers Of Peer-To-Peer Lending: Thinking About A New Regulatory Approach, William S. Warren
Duke Law & Technology Review
The growth of online alternative lending presents several advantages for both those seeking credit and those with excess capital to lend. Over the past decade, several different models of peer-to-peer lending have emerged in the US and U.K. Each of these models has developed in response to the different regulatory system it faces, which has led to the models’ different risk and reward profiles. However, the current regulatory framework for regulating peer-to-peer lending, especially in the U.S., leaves much to be desired. The inadequate regulatory regime not only hampers the potential for growth and further innovation in the industry, but …
Notes From The Border: Writing Across The Administrative Law/Financial Regulation Divide, Robert B. Ahdieh
Notes From The Border: Writing Across The Administrative Law/Financial Regulation Divide, Robert B. Ahdieh
Faculty Scholarship
A central feature – if not the central feature – of legal scholarship today is analysis across divides.
It is surprising, then, how little has been written across the divide that separates administrative law and financial regulation. That is perhaps especially so, given the modest nature of the relevant divide: one that is intra- rather than interdisciplinary, one that operates within rather than across geographic boundaries, and one that involves no temporal dimension but operates entirely within current-day law.
For all the proximity in their interests, targets of study, and even analytical tools, however, scholars of administrative law and of …
Regulating Foreign-Based Institutions For Collective Investment: The German Statute, The American Experience, And The Oecd Standard Rules, Charles B. Robson Jr.
Regulating Foreign-Based Institutions For Collective Investment: The German Statute, The American Experience, And The Oecd Standard Rules, Charles B. Robson Jr.
Georgia Journal of International & Comparative Law
No abstract provided.
From The Great Depression To The Great Recession: On The Failure Of Regulation In The Mortgage Market, Dov Solomon
From The Great Depression To The Great Recession: On The Failure Of Regulation In The Mortgage Market, Dov Solomon
Journal of Legislation
People tend to attribute the outbreak of the 2008 financial crisis to deregulation. This article challenges this view and presents a unique perspective of the crisis as in fact rooted in the way the residential mortgage market is regulated. Focusing on non-recourse mortgage legislation, which is a unique feature of the US mortgage market dating back to the period following the Great Depression, the article analyzes the contribution of this legislation to the onset of the Great Recession. The discussion shows how regulation that was enacted in response to a major economic crisis not only failed to prevent a large-scale …
Prostitution Policy: Legalization, Decriminalization And The Nordic Model, Ane Mathieson, Easton Branam, Anya Noble
Prostitution Policy: Legalization, Decriminalization And The Nordic Model, Ane Mathieson, Easton Branam, Anya Noble
Seattle Journal for Social Justice
No abstract provided.
Don’T Risk It; Wait Until She’S Sober, Patrick John White
Don’T Risk It; Wait Until She’S Sober, Patrick John White
Seattle Journal for Social Justice
No abstract provided.
Let’S Talk About Sex: A Call For Guardianship Reform In Washington State, Sage Graves
Let’S Talk About Sex: A Call For Guardianship Reform In Washington State, Sage Graves
Seattle Journal for Social Justice
No abstract provided.
Living Under The Boot: Militarization And Peaceful Protest, Charlotte Guerra
Living Under The Boot: Militarization And Peaceful Protest, Charlotte Guerra
Seattle Journal for Social Justice
No abstract provided.
Let’S Invest In People, Not Prisons: How Washington State Should Address Its Ex-Offender Unemployment Rate, Sara Taboada
Let’S Invest In People, Not Prisons: How Washington State Should Address Its Ex-Offender Unemployment Rate, Sara Taboada
Seattle Journal for Social Justice
No abstract provided.
His Feminist Facade: The Neoliberal Co-Option Of The Feminist Movement, Anjilee Dodge, Myani Gilbert
His Feminist Facade: The Neoliberal Co-Option Of The Feminist Movement, Anjilee Dodge, Myani Gilbert
Seattle Journal for Social Justice
No abstract provided.
In Her Words: Recognizing And Preventing Abusive Litigation Against Domestic Violence Survivors, David Ward
In Her Words: Recognizing And Preventing Abusive Litigation Against Domestic Violence Survivors, David Ward
Seattle Journal for Social Justice
No abstract provided.